Model House Purchase Agreement was signed in Guangzhou on, and this agreement was signed in xx District, xx City on, 2007 by the following two parties: transferor: Limited Company (hereinafter referred to as Party A) Registered address: legal representative: transferee: Limited Company (hereinafter referred to as Party B) Registered address: legal representative: hereinafter referred to as "Party A". And: 1. Party A is a limited liability company established and effectively existing in accordance with the Company Law of People's Republic of China (PRC) and other relevant laws and regulations. The registered capital is RMB yuan; Legal Representative: Industrial and Commercial RegistrationNo.: 2. Party B is a limited liability company established and effectively existing in accordance with the Company Law of People's Republic of China (PRC) and other relevant laws and regulations. The registered capital is RMB yuan; Legal representative: industrial and commercial registration number: 3. Party A owns 0/00% of the shares of Limited Company/KLOC; As of the date of signing this Agreement, all shareholders of Party A have paid their respective capital contributions in full and on time in accordance with relevant laws, regulations and the Articles of Association, and have all and complete rights of the Company according to law. 4. Party A intends to transfer Party A's company to Party B through the transfer of equity and all assets, and Party B agrees to accept the transfer. In accordance with the Contract Law of People's Republic of China (PRC), the Company Law of People's Republic of China (PRC) and other relevant laws and regulations, both parties to this agreement have reached the following agreement on the overall assignment/transfer of Party A's company through friendly negotiation on the principle of equality and mutual benefit, and keep it as credit. Article 1 Precondition 1. 1 This Agreement shall come into effect as soon as all the following conditions are met. (1) Party A shall submit to Party B a copy of the resolution that the authority stipulated in the Articles of Association of the transferor agrees to transfer all shares and all assets of the company; ② The financial accounts of Party A are true and clear; Before the transfer, all the creditor's rights and debts of the company have been legally and effectively divested. ③ The audit result or financial evaluation of Party A's financial status by the audit institution or accountant designated by Party B is consistent with the transfer bill and its annexes. 1.2 If the above preconditions are not met within days from the date of signing this agreement, this agreement is not legally binding; Neither party shall bear any other responsibilities, and neither party shall claim compensation from the other party according to this agreement, but the party at fault that caused this agreement to fail to take effect shall bear the contracting loss of10,000 yuan. Article 2 Party A, the transfer target, agrees to transfer all the shares and other assets of the company held by its shareholders to Party B according to the terms of this agreement; Party B agrees to accept all the equity and all the assets held by Party A in accordance with the terms of this agreement. After accepting the above equity and assets, Party B shall enjoy 65,438+000% equity of the company and the corresponding shareholder rights according to law. Article 3 Transfer price of equity and assets Both parties agree that the total transfer price of equity and all assets of the company is RMB. Article 4 Transfer of Equity and Assets Within 7 days after the effective date of this Agreement, Party A shall complete the following procedures and handover: 4. 1 Transfer the management right of the company to Party B (including but not limited to replacing all staff members such as the board of directors, the board of supervisors and the general manager with those appointed by Party B); 4.2 Actively assist and cooperate with Party B to modify and sign relevant documents required for the transfer of equity and all assets in accordance with relevant laws, regulations and the Articles of Association, and * * * handle the change registration formalities with the relevant industrial and commercial administrative authorities of the company; 4.3 Deliver all documents and materials agreed in Article 16 of this Agreement to Party B, and hand over relevant physical assets to Party B; 4.4 hand over all documents that Party A can legally and effectively transfer the company's equity and assets to Party B. Article 5 Payment of the transfer price of equity and assets Article 6 Obligations of the transferor 6. 1 Party A shall cooperate with and assist Party B in auditing and financial evaluation of the company. 6.2 Party A shall promptly sign all relevant documents that need to be submitted for approval for the transfer of such equity and assets. 6.3 Party A will assist Party B to go through the formalities of examination and approval, filing and industrial and commercial change registration for the transfer of such equity and assets according to the agreement. Article 7 Obligations of the Transferee 7. 1 Party B shall pay the transfer price of all equity and assets to Party A in a timely manner according to Article 4 of this Agreement. 7.2 Party B will be responsible for urging the company to handle the approval procedures for the transfer of such equity and assets and the registration procedures for industrial and commercial changes in a timely manner in accordance with the agreement. 7.3 Party B shall issue relevant documents that should be signed or issued by Party B in time to complete the transfer of such equity and assets. Article 8 Declaration and Guarantee 8. 1 The transferor hereby irrevocably declares and guarantees (1) that Party A voluntarily transfers all the shares and assets of the company it owns. ② All statements, explanations or guarantees, promises made by Party A to Party B, and all materials presented and handed over to Party B are true, legal and effective, and there is no falsehood such as fabrication, forgery, concealment or omission. (3) Party A has not set any form of guarantee for its equity and all assets, and there are no legal defects in any form, and guarantees that Party B will not encounter any form of rights obstacle or face obstacles of similar nature after accepting the equity and all assets. (4) Party A guarantees that it has fully and truly disclosed the background of these shares and all assets and the actual situation of the company, and has not concealed anything that will have a significant or potential adverse impact on Party B's exercise of shares. ⑤ Party A has all legal rights to conclude and perform this Agreement, and its rights and obligations under this Agreement have not violated the Articles of Association, and there are no legal obstacles or restrictions. ⑥ The representative of Party A who signed this agreement has been authorized to sign this agreement through all necessary procedures. ⑦ After this agreement comes into effect, it will constitute a legal, valid and binding document for all shareholders of Party A. 8.2 The transferee hereby irrevocably declares and guarantees that: ① Party B voluntarily accepts all the equity and all the assets transferred by Party A. (2) Party B has full authority to conclude this agreement and perform its rights and obligations under this agreement, without violating the provisions of Party B's Articles of Association and without any legal obstacles or restrictions. (3) Party B guarantees that the intention to accept the equity and all assets is true, and has sufficient conditions and ability to perform this Agreement. ④ The representative of Party B who signed this agreement has been authorized to sign this agreement through all necessary procedures. Article 9 The guarantee clause guarantees Party A's obligations and responsibilities under this Agreement, and assumes joint and several liabilities. Article 10 Liability for breach of contract 10. 1 If either party fails to perform its obligations under this agreement, it shall be liable for breach of contract to the relevant parties in the following ways. (1) If either party violates the representations and warranties in Article 7 of this Agreement and causes losses to the other party, the breaching party shall pay the observant party a penalty of RMB10,000 yuan. (2) If Party B fails to pay the transfer price of these shares and assets to Party A in time according to the provisions of this Agreement, Party B shall bear the liquidated damages of three ten thousandths of the overdue payment amount. 10.2 the above provisions shall not affect the right of the observant party to claim damages for the losses that cannot be compensated under this article according to laws, regulations or other provisions of this agreement. Article 11 Applicable Law and Dispute Resolution 1 1. 1 The conclusion, entry into force, interpretation, performance and dispute resolution of this Agreement shall be governed by laws and regulations such as People's Republic of China (PRC) Contract Law and People's Republic of China (PRC) Company Law. In case of any conflict between this Agreement and laws and regulations, the provisions of laws and regulations shall prevail. 1 1.2 Any dispute related to or caused by this agreement shall be settled through friendly negotiation. If negotiation fails within 30 days, both parties have the right to bring a lawsuit to the people's court where the agreement is signed. Article 12 Modification, alteration and supplement of the agreement. Amendments, changes and supplements to this Agreement shall be made in writing after both parties reach an agreement through consultation, and shall come into effect after being formally signed by both parties. Article 13 specifically stipulates that unless it complies with relevant laws and regulations, the existence, content and performance of this Agreement shall be disclosed and announced after obtaining the written approval and consent of Party B in advance. Article 14 Effectiveness of the Agreement 14. 1 This Agreement shall come into effect after it is legally signed by both parties, submitted to their respective boards of directors or shareholders' meetings for approval and adopted by the company's shareholders' meeting. 14.2 this agreement is made in triplicate, one for each party and the third for the company; Several copies for approval and filing. Article 15 For matters not covered in this Agreement, both parties shall sign a supplementary agreement separately. Article 16 Annex to this Agreement 16. 1: financial audit report of the company; 16.2 company assets evaluation report; 16.3 company lease agreement; 16.4 other relevant rights transfer agreements of the company; 16.5 list of the company's fixed assets and machinery and equipment; 16.6 list of current assets of the company; 16.7 list of company's creditor's rights and debts; 16.8 other relevant documents and materials of the company. Signature: Party A: legal representative (authorized representative) of Limited Company: Party B: legal representative (authorized representative) of Limited Company. Model Stock Purchase Agreement II Transferor: Transferee: Preface to the content Article 1 The existing shareholding structure of the company Article 2 The form of Party B's acquisition of all the shares of Party A Article 3 The price of all the shares of Party A transferred Article 4 The payment method Article 5 The follow-up assistance of asset transfer Article 6 The assets and capital verification document Article 7 The company's creditor's rights and debts Article 9 The tax burden Article 10 The liability for breach of contract Article 11 Supplementary provisions of Article 13 and Article 12: (hereinafter referred to as Party A)
Transferor's representative: 1, name: (omitted) (signature), gender: male ID number: (omitted) 2, name: (omitted) 3, name: (omitted) 4, name: (omitted) 5, name: (omitted) transferee (hereinafter referred to as Party B): address of a labor service company. On October 27th, 2004/KLOC-0, Party A and Party B signed the Intention Contract for Stock Purchase (hereinafter referred to as the Intention Contract). According to the Intention Contract, Party A and Party B actually completed the handover of xx Company. At present, the conditions for Party B to acquire all the shares of xx Company held by Party A are basically met. According to the Contract Law of People's Republic of China (PRC), Company Law of People's Republic of China (PRC) and other relevant laws and regulations and Article 10 of Intention Contract, Party A and Party B have all transferred the shares of xx Company (hereinafter referred to as xx Company) on the basis of equality, voluntariness and fairness. Article 1 The current shareholding structure of xx Company is 1- 1xx Company. It was originally a limited liability company funded by Party A. Its legal representative is [omitted] and its registered capital is RMB [omitted] 10,000 yuan. See Annex 9 of the Intention Contract for the composition of the original shareholders of xx Company, their respective contribution amounts and contribution ratios. 1-2 According to the Intention Contract, during the handover of xx Company, Party A has voluntarily gone through the change registration. The current legal representative of xx Company is Zhu Zhijun, with a registered capital of RMB [omitted] 10,000 yuan. See Annex 1 for the composition of existing shareholders of xx Company, their respective capital contributions and capital contribution ratio. Article 2 Form of Party B's acquisition of all the shares of Party A: Party A voluntarily transfers all its capital contribution to xx Company to Party B. After Party B takes over the shares of Party A as a whole, Party B will have absolute control over xx Company, and the remaining capital contribution will be determined by Party B. The specific transferee shall be subject to the changed industrial and commercial archives of xx Company. Article 3 The price of Party A's overall equity transfer is 3- 1. The price of Party A's overall equity transfer is based on its corresponding net assets of xx Company, and finally the effective appraisal report issued by an appraisal agency with corresponding qualifications shall prevail (Annex 2). 3-2 According to the appraisal report in the preceding paragraph, the total price of the equity transferred by Party A is RMB [omitted] ten thousand Yuan only. Among them, the value of physical assets is [omitted] ten thousand yuan only, and the value of registered trademarks is [omitted] ten thousand yuan only. Party B received all the shares of Party A at a price of RMB [slightly] ten thousand yuan, of which RMB [slightly] ten thousand yuan was the registered capital, and the remaining RMB [slightly] ten thousand yuan was the registered trademark owned by xx Company. Article 4 Payment Method According to the intent contract, Party B has paid 65% of the total price to Party A. On the effective date of this share purchase contract, except for 15% of the total price as the security deposit, Party B will pay all the remaining 20% of the total price to Party A, and the authorized representative of Party A will check and issue a receipt. Article 5 Follow-up assistance for asset transfer According to the agreement in the intention contract, Party A and Party B have fully transferred the assets of xx Company in advance. After the equity purchase contract comes into effect, Party B and its designated staff will formally take over xx Company, and Party A and its former employees should actively hand over the remaining related work, and reasonably perform the obligations of notification, confidentiality, explanation and assistance for all matters involving the original xx Company according to the principle of good faith. Article 6 Asset Verification Documents Party A and Party B have fully handed over the assets of xx Company in advance in accordance with the Intention Contract. The true, accurate and complete balance sheet and asset transfer list of xx Company recognized by both parties in this handover work are attached as Annexes 3 and 4 of this equity purchase contract. Article 7 Creditor's Rights and Debts of xx Company 7- 1 Before the effective date of this contract, all debts incurred by Party A and the company in the process of managing xx Company shall be borne by Party A, and all creditor's rights generated shall be enjoyed by Party A, and Party A promises that all creditor's rights and debts of the original xx Company have been paid off before the effective date of this contract. 7-2 After this contract comes into effect, all creditor's rights and debts arising from the operation and management of xx Company shall be enjoyed and borne by Party B. Article 8 Delivery of rights On the effective date of this equity purchase contract, all the rights enjoyed by Party A according to the Company Law and the Articles of Association of xx Company shall be formally transferred to Party B, and Party B and its transferee shall formally enjoy all the shareholders' rights of xx Company according to law. Article 9 The taxes payable due to the signing and performance of this contract shall be borne by both taxpayers. Article 10 Liability for breach of contract If Party A and Party B damage the legitimate rights and interests of the other party due to their respective debts, the breaching party shall promptly compensate the observant party for all losses (including direct losses and indirect losses) and pay the observant party a penalty of 5% of the total price. Article 11 For the matters not covered in the supplement and revision, both parties shall make the supplement and revision based on the principle of good faith and after full consultation. The supplementary contract thus formed has the same effect as this contract. Article 12 Attachments The following attachments are an important part of this contract (after item 3, it is the modified license of Harbin xx Co., Ltd.): 1. The two sides signed a letter of intent for stock purchase; 2. The resolution of the sixth shareholders' meeting of 2.xx Co., Ltd. on equity transfer; 3. Tax registration certificate; 4. Temporary pollutant discharge permit; 5. Business license of enterprise legal person; 6. People's Republic of China (PRC) Organization Code Certificate; Article 13 Supplementary Provisions 13- 1 This contract is the final equity purchase contract between Party A and Party B and is binding on both parties. 13-2 This contract is made in ten copies, with each party holding five copies. This contract shall come into effect after being signed and sealed by both parties. Representative of Party A (signature): 1: Name: 2: Name: 3: Name: 4: Name: 5: Name: Party B (seal): (omitted) Legal representative (signature): date of signature: year month day.